ja-JP
ログイン
Back to Global Corporate Governance Trends for 2025
Adapting to a new, evolving political and regulatory landscape
Governance leaders predict boards will devote substantial time to navigating the significant expected shifts in the political and regulatory spheres of the second Trump administration. Within the first days of the new administration, scores of new executive orders triggered some companies and law firms to establish “war rooms” to strategize on the policy changes likely to affect their business, customers, and clients. While impacts will vary significantly by company and industry, there is a widespread expectation that the environment will be more business friendly, with diminished regulatory demands and enforcement risks.
President Trump’s intended agency nominees signal dramatic change, such as the nomination of Paul Atkins to chair the Commission. Atkins, a former SEC Commissioner, is seen as pro-business, with the Wall Street Journal labelling him as a "regulatory skeptic.". Most expect the SEC to minimize burdens on public companies, backing away from climate disclosure rules and likely lessening support for enforcement. Likewise, in contrast to the first term’s four Labor Secretaries (who were often perceived as anti-union), the current pick for Secretary of Labor has espoused a more measured position. Merger enforcement actions by the FTC and DOJ have already reached a near 20-year low, in part, due to strong anti-merger rhetoric, more aggressive policies, and higher procedural rules. The agencies may relax their 2023 FTC and DOJ guidelines, adopting an even less aggressive approach given the incoming administration's stance on curtailing merger guidelines and settling merger investigations.
Worker immigration and business emigration will also demand attention. The new administration appears poised to apply targeted pressure on U.S. companies to maintain domestic operations. Simultaneously, unprecedented enticements, such as the opportunity to lease federal land, may be offered to foreign companies with the aim of inducing them to move to or expand their operations within the United States. Higher tariffs will serve as an increasingly sharp double-edged sword. The new administration’s proposed corporate tax reduction from 21% to 15%, a top tax rate not seen since 1937, could mitigate these costs if approved. With the looming warning of mass deportations at the fore of the Trump agenda, many experts are preparing for serious disruption to the labor market. Companies are urged to watch this space carefully to avoid running afoul of new policies affecting their workforces.
Anticipating continued shareholder activism of all stripes
Both traditional hedge-fund style activism and governance-oriented activism are expected on the 2025 board agenda. The resurgence of campaigns, which were up 22% in the first half of 2024 compared to 2023, marked a return to pre-pandemic levels. According to Barclays, a record 27 CEOs were ousted by activists as a result of 117 activist campaigns in 2024. As activists continue to perfect the art of attacking boards and CEOs, expect continued demands to aggressively consider “strategic alternatives,” such as M&A and spin-offs. As the deals market is expected to heat up, experts anticipate activism will as well. Boards are advised to maintain vigilance over potential governance vulnerabilities, such as the board composition mix in terms of skills, tenure, and diversity.
One of the overarching results of this increased activism is a correlated rise in CEO turnover. Over 20% of the CEOs targeted in campaigns resigned within a year, as compared to the average turnover rate of 11%. This puts a significant premium on proactive CEO succession planning activities, which key stakeholders are increasingly demanding. In 2024, over 70% of directors said their boards had taken action in response to actual or potential activism; we expect that number to increase, with boards devoting more time to activist preparedness and vulnerability assessments.
Navigating a polarized ESG and DEI landscape
Corporations are increasingly challenged by evolving shareholder activism related to ESG issues. The landscape is marked by a growing tension between stakeholders who criticize ESG priorities and those who demand even greater investment.
In the past, many evaluated the relative importance of ESG topics by the average level of support for ESG shareholder proposals. We think this is a mistake. While the average level of support has declined slightly, that masks the significant efforts companies have already taken on ESG matters, the trend toward shareholder-disfavored prescriptive proposals, and the rise of anti-ESG proposals that receive virtually no support.
Instead, observers should watch what companies and investors do outside of annual meetings. As previously predicted in this report, there is more caution in trumpeting ESG activities. Many companies have eliminated or reduced ESG and DEI programs in the past year—either in response to or in anticipation of increased pressure. A recent Conference Board report found that over 50% of companies are revising DEI disclosures to manage risks, though 80% of companies plan to maintain or increase DEI resources. Of the companies in a state of revision, the most commonly cited change was in communication strategy and how they talked about DEI efforts, rather than a substantive change to the work. Given its political volatility, we suspect that the number of companies with a public commitment to DEI will decrease, even if most of those companies continue the work with less promotion.
Changing language surrounding board diversity efforts
There will be a shift in how companies and investors approach board diversity. At the end of 2024, the Fifth Circuit Court of Appeals struck down Nasdaq’s board diversity disclosure requirement. Nasdaq said it would not appeal, and on January 24, the SEC took the somewhat unusual step of approving Nasdaq’s rule change to formally eliminate the diversity requirement effective immediately. But stakeholders will continue to pay attention to diversity. It remains an important factor in many board recruiting efforts, as diverse slates are still in high demand. Our own research shows that directors believe increased diversity has a positive or strongly positive effect on their boards.
In December 2024, BlackRock released its 2025 proxy voting guidelines. Some outlets reported that BlackRock was abandoning its commitment to diversity, but the story is more nuanced. While its call to aim for 30% board diversity (with at least two women and one underrepresented director) was removed, it added: “To the extent an S&P 500 company board is an outlier and does not have a mix of professional and personal characteristics that is comparable to market norms, we may vote on a case-by-case basis against members of the nominating/governance committee.”
On January 31, Vanguard released its 2025 proxy voting guidelines, which also tether the focus on board composition to alignment “with relevant market-specific governance frameworks or norms." While Vanguard never instituted numerical targets for diversity, they previously said that "at a minimum, represent diversity of personal characteristics, inclusive of at least diversity in gender, race, and ethnicity." Now their policy asks boards to “be fit for purpose by reflecting sufficient breadth of skills, experience, perspective, and personal characteristics (such as age, gender, and/or race/ethnicity) resulting in cognitive diversity that enables effective, independent oversight on behalf of all shareholders.”
While language associated with diversity matters has changed, we expect less significant substantive changes. As companies and investors parse their language more carefully, observers are advised to carefully read beyond the headlines before jumping to conclusions.
Reevaluating executive security – and the underlying reasons it has become more important
The shocking murder of UnitedHealth CEO Brian Thompson demanded the attention of business leaders. Boards have already begun to reevaluate their security protocols for leadership and corporate events. While some avoided formal security in the past, expect more companies to consider enhanced protection as a critical business expense. One expert predicted that some companies will directly discuss these needs with investors, so the increase in CEO perks is placed into appropriate context.
We expect some companies may explicitly address the anti-corporate sentiment that has circulated widely, particularly among younger generations, following Mr. Thompson’s murder. In industries where there is meaningful public dissatisfaction—such as healthcare, pharmaceutical, and defense—boards may spend time addressing and responding to that discontent more directly.